Definition of Working Capital. The term "Working Capital" shall be calculated in accordance with accounting policies and procedures as currently practiced by Seller in managing the Business and consistent with those in use by Seller in managing the Business as of December 31, 1997. In general, "Working Capital" shall mean an amount equal to current assets (excluding (i) deferred income taxes, (ii) intercompany receivables between the Business and Seller, (iii) intangibles, (iv) prepaid expenses and (v) cash and cash equivalents) ("Current Assets") minus current liabilities (excluding (i) the current portion of indebtedness for borrowed money, (ii) deferred income tax liabilities, (iii) intercompany payables between the Business and Seller and (iv) accrued income tax liabilities).
Definition of Working Capital. The term “Working Capital” shall mean, without duplication, the excess of: (i) all Trade Accounts Receivable and Inventory of the Company attributable to the Juice Division over (ii) all Trade Accounts Payable of the Company attributable to the Juice Division, in each case determined as of the Closing Date in form and detail identical to, and in its accounting principles and policies consistent in every respect with, the Company’s past practices, except as specifically provided herein. As used herein, the following terms shall have the following meanings:
Definition of Working Capital. For purposes of this -------------------------------- Agreement, "Working Capital" shall mean, as of any date, the excess of the current assets (excluding cash) over the current liabilities of the Networks as of such date, calculated in accordance with the principles, practices and captions utilized in preparing the February Statement.
Definition of Working Capital. For purposes of this Agreement, the term “Working Capital” shall mean the excess of current assets of Seller associated with the Business over the current liabilities of Seller associated with the Business, in each case determined as of the Closing and in accordance with GAAP consistent with the past practices of Seller with respect to the Business; provided, however, that (1) in lieu of accounts receivable set forth on Schedule 2.1(i) that would otherwise be reflected in working capital, Working Capital shall include only those amounts actually collected by Purchaser in respect of such accounts receivable on or before the 120th day following the Closing and (2) in lieu of accounts payable set forth on Schedule 2.3(d) and accrued expenses that would otherwise be reflected in working capital, Working Capital shall include only amounts actually paid by Purchaser in respect of such accounts payable on or before the 120th day following the Closing.
Definition of Working Capital. For purposes of calculating the Closing Date Working Capital, the term "Working Capital" shall be determined using the line items (excluding Vitro Chemical Receivables (as hereinafter defined)) used for the Reference Working Capital set forth in Schedule 2.3(b)(i) and shall be calculated in accordance with generally accepted accounting principles in Mexico ("GAAP") consistent with past practice, except as set forth in Schedule 2.3(b)(i) (as so adjusted, the "Working Capital Principles").
Definition of Working Capital. Working Capital shall be the difference between Current Assets and Current Liabilities of Seller. Current Assets shall contain the following accounts: cash; current receivables (including current amounts receivable from affiliates); prepaid expenses and other current assets. Current Liabilities shall contain the following accounts: trade accounts payable; accrued and other current liabilities (including, without limitation, current payables to affiliates of Seller and Syndicated GP) (but excluding the current portion of the Assumed Debt and the Assigned Debt or any amounts due, if any, under Leases other than Apportionments for current period payments). The following are specific definitions of the components of Working Capital:
Definition of Working Capital. For purposes of this Section 2.8, the terms "Current Assets" shall mean the current assets (including cash and cash equivalents) of the Company determined in accordance with GAAP; "Current Liabilities" shall mean the current liabilities of the Company determined in accordance with GAAP, plus the Company's liability under any indebtedness for borrowed money; and "Working Capital" shall mean Current Assets less Current Liabilities (other than current deferred tax assets which are reclassified from long-term deferred taxes, other current tax benefits arising from the consummation of the transactions contemplated hereby, including, without limitation, tax benefits from the acquisition of previously unexercised Options, nonvested stock Bonus Shares and other Company shares or stock rights acquired through compensatory arrangements, all transaction costs and benefits directly attributable to the Merger, and all adjustments described on Exhibit H.
Definition of Working Capital. For purposes of calculating the Base Purchase Price and the Option Purchase Price, the Company’s “Working Capital” is equal to (i) current assets (except cash) minus (ii) current liabilities (except Debt). “Debt” means all debt, debt equivalents and other interest-bearing obligations of the Company including without limitation, principal, interest, prepayment penalties or premiums, capitalized leases, amounts due to shareholders, bank overdrafts, and accounts payable that bear interest.
Definition of Working Capital. 12 3.3 Allocation among the Companies.....................................13
Definition of Working Capital. For the purposes of this Article III, "WORKING CAPITAL" means the excess of current assets over current liabilities, as determined in accordance with GAAP; provided, however, that all inter-company receivables and payables among the Companies and the Lithotripsy Practice, all investments by any of the Companies in any of the other Companies, and all other inter-company assets and liabilities among the Companies and the Lithotripsy Practice shall be excluded, and "LONG-TERM LIABILITY" means any liability that would be set forth as a long-term liability on a balance sheet in accordance with GAAP. Notwithstanding anything to the contrary contained in this Agreement, any Taxes (as such term is hereinafter defined in Article XV) arising out of the transactions contemplated by this Agreement, including without limitation, any "built-in" gains Taxes, shall be paid by the Companies, shall be Excluded Liabilities, and shall not be included as Current Liabilities in the computation of Proposed Working Capital.
